Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
LEI Code: 635400WTCRIZB6TVGZ23
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
('Kibo' or 'the Company')
Dated: 7.00am 24 December 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Unaudited Interim Results for the Six-Month Period Ended 30 June 2024
Kibo Energy PLC (AIM: KIBO; AltX: KBO) is pleased to announce its unaudited interim results for the six months ended 30 June 2024, contained below. The full interim results are also available on the Company's website at https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2024.pdf.
These interim accounts cover the period prior to the Company's decision to dispose of its operating assets as held by Kibo Mining (
Following publication of these interims along with the Company's audited accounts as released at midday yesterday, trading in the Company's Ordinary Shares on AIM is expected to resume with effect from 7.30am on Tuesday 24 December 2024.
Overview of the key highlights during the interim period:
· A continued focus on the Company's renewed strategy to acquire and develop a portfolio of sustainable, renewable energy assets:
o Continued with an optimisation and integration study into the production of synthetic oil from non-recyclable plastic waste on the 2.7 MW plastic-to-syngas project under Sustineri Energy (Pty) Ltd ('Sustineri Energy' or 'Sustineri'), a joint venture ('JV') in which Kibo held 65% and Industrial Green Energy Solutions ('IGES') holds 35%, which could add a potential accelerated additional revenue stream to the project.
o Continued with its bio-coal development test work as part of its commitment to ongoing sustainable clean energy solutions which includes formulating a joint development agreement with a multinational food and beverage producer ("the Client") intended to be funded equally (i.e., 50-50) by Kibo and the Client. The objective of this collaboration is to build and operate a pilot plant that will produce bio-coal as a preliminary step towards the establishment of a comprehensive production-scale facility.
o Kibo subsidiary Mast Energy Developments plc ('MED') was successful in the pre-qualification for two new bids, which resulted in a T-1 CM contract at
o MED furthermore signed a Project Finance funding agreement with RiverFort Global Opportunities PCC Limited ("RiverFort"), with Pyebridge as the borrower, with an initial funding facility up to
o MED's Pyebridge site was taken out of care & maintenance, and a comprehensive improvement and refurbishment works programme was executed.
o MED paid down
· Corporate updates:
o The retirement of Ajay Saldanha from the board as director of the Company on 10 January 2024.
o The conversion into 500m new Kibo ordinary shares on 11 January 2024 of accrued fees and interest totaling
o Obtained shareholder approval on 9 February 2024 at an extraordinary general meeting of the Company to renew its ability to issue shares without applying pre-emption rights and to update its Memo & Articles of Association to align with all authorities approved by Shareholders at previous general meetings.
o The Company announced a major corporate restructuring on 7, 20 and 27 June 2024 respectively that included the appointment of two new directors to the board, the settlement of some creditors via share conversions and a placing of
o The Company announced on 25 June 2024 that it was unlikely it could meet its 30 June 2024 deadline for the publication of its 2023 audited accounts following which it would be suspended from trading on AIM effective on 1 July 2024.
o The Company entered into an agreement with Riverfort Global Opportunities in which it ceded its loan with Mast Energy Developments Plc (MED) through its subsidiary Kibo Mining (
o The Company determined that the combined factors of significant reduction in shareholding in MED through share disposals during the first half of 2024 and the disposal of the loan receivable from MED to RiverFort, resulted in loss of control of MED with effect from 7th of June 2024. From this date onwards MED was recognised as an associate under the requirements of IFRS.
o The Group disposed of its interest in Kibo Energy Botswana Limited on 31 January 2024 to Aria Capital Management for an amount of
Disposal, loss of control and deconsolidation of Mast Energy Developments
o On 6 June 2024, the Company entered into an agreement with Riverfort Global Opportunities in which it ceded its loan with Mast Energy Developments Plc (MED) through its subsidiary Kibo Mining (
o The loan receivable from MED was payable on demand and was historically partially settled with shares issued in MED. The directors considered the loan and historic precedent of conversion thereof as part of their assessment on control over MED in terms of IFRS 10.
o The directors determined that the combined factors of significant reduction in shareholding in MED during the 2024 year, and the disposal of the loan receivable from MED and resulting convertibility of the loan through shares issued, resulted in loss of control of MED with effect from 7th of June 2024. From this date onwards MED was recognised as an associate and equity accounted until the investment in MED was disposed of in full on the 30th of September 2024.
o As a result of the investment in MED being reclassified as an associate and the Group accounting policy of investments in listed associates being measured at fair value of the shares at market value, the Group expects impairments and gains on disposals of MED shares to amount to
o The retained investment in MED was disposed of in September 2024 to Riverfort for
· Events after reporting period:
o On 5 July 2024, Louis Coetzee retired from the board as CEO and director and the Company announced the appointment of Cobus van der Merwe as Interim CEO of the Company.
o On 18 July 2024, Clive Roberts, a significant shareholder of the Company, was appointed as non-executive chairman of the board.
o On 25 July 2024 the Company held an extraordinary general meeting where it obtained shareholder approval to increase its ordinary authorised share capital to 30 billion shares of
o On 5 August 2024, the Company announced the completion of the creditor conversions as part of its major restructuring as announced on 7 and 20 June 2024.
o On 16 September 2024, the Company announced that it had signed a binding term sheet (the "Term Sheet") with Swiss company, ESTI AG to acquire a diverse portfolio of renewable energy projects across
o On 19 September 2024, the Company announced that it had signed a sale agreement with Aria Capital Management Limited for the purchase by Aria of Kibo's its wholly owned subsidiary Kibo Mining (
o On the 30th of September the Group disposed of its retained investment in associate of Mast Energy Developments plc for an amount of
o On 3 December 2024, the Company announced that it had terminated the Term Sheet by mutual consent with ESTGI AG and secured a loan facility for up to
o The Company signed a Deed of Amendment to the terms of its outstanding loan facility with River Global Opportunities PCC limited (the "RiverFort Loan"). The terms of the RiverFort Loan required RiverFort's consent for the Company to enter into another loan facility with Aria Capital Management as announced on 3 December 2024.
o These measures summarised above amount to a business re-set for the Company where it intends to move ahead under the stewardship of the reconstituted board by transitioning Kibo to a broader based energy company.
Disposal of investment in Kibo Mining (
o The Group disposed of its interest in Kibo Mining (
o The disposals above came about after the restructuring process initiated in the 2024 year.
Chairman's Statement
We are pleased to present our Interim Report for the six months ending 30 June 2024.
During the first half of 2024, Kibo Energy plc (Kibo' or the 'Company') continued its commitment to its strategy to acquire and develop a portfolio of sustainable, renewable energy assets, whilst focusing on solutions to deal with its outstanding loan and creditor repayment obligations.
Kibo Business Recovery Plan
In recognition of the risk profile of its assets, the Board of the Company, following extensive consultation with the Company's lenders, advisors, potential investors and other stakeholders decided to implement an extensive restructuring and repositioning plan (the Kibo Business Recovery Plan or "KBRP") during the first half of 2024 which focused on transitioning Kibo to a broader based energy company, looking at new business opportunities whilst deleveraging the Company's balance sheet.
The KBRP provided for the reconstitution of the Board with the appointment of new directors with the vision, experience and access to projects and finance and to broaden the Company's focus to new business opportunities within the broader energy sector. The new members of the reconstituted board comprise myself, appointed non-executive Chairman and Cobus van der Merwe (former Chief Financial Officer), appointed as Interim CEO, with both appointments to the board made in July 2024. Louis Coetzee, the Company's former CEO who retired from the board in July 2024, is also making himself available to the Company in a board advisory role on a temporary basis to assist with new project acquisitions.
Additionally, the KBRP provided for a part disposal and restructuring of the Company's loan debt and agreement for part conversion of trade creditor debt to equity. Despite some setbacks along the way these tasks were significantly advanced with the support of a
Disposal of Company Assets
During 2024, the Company divested of most of its assets and became an AIM Rule 15 cash shell on 11 October 2024. This followed the sale of its wholly owned
Southport Project
In the
Corporate
As shareholders are aware, the Company remains suspended from trading on AIM from 1 July 2024 as it was unable to prepare and publish its audited 2023 financial accounts by this date due to the financial challenges it was experiencing. I am pleased that the Company now expects the AIM trading suspension to be lifted coincident with the publication of these HY24 Interim Results for the six months ending 30 June 2024.
Conclusion
As the new non-executive Chairman of Kibo I am looking forward to guiding and working with the rest of the board as we strive to fully execute the KBRP to re-launch the Company and take it forward by securing a new portfolio of assets as part of a Reverse Takeover transaction.
As we approach the end of 2024, I would like to acknowledge the unwavering support and commitment of our Board, management and staff, shareholders and other stakeholders as we embark on a new journey together to re-launch the Company.
Clive Roberts
Chairman
Date: 23 December 2024
Unaudited Interim Results for the six months ended 30 June 2024
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
For the six months ended 30 June 2024
|
|
|
6 months to |
6 months to |
12 months to |
|
|
|
30 June |
30 June |
31 December |
|
|
Note |
2024 |
2023 |
2023 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
Revenue |
14 |
176,697 |
198,438 |
341,207 |
|
Cost of sales |
|
(74,782) |
(125,008) |
(223,838) |
|
Gross profit/loss |
|
101,915 |
73,430 |
117,369 |
|
Administrative expenses |
|
(584,668) |
(1,318,959) |
(2,164,670) |
|
Reversal of impairment / (impairments) of non-current assets |
9 |
(15,315) |
4,052,331 |
(2,289,372) |
|
Profit on disposal of non-current asset |
|
334,351 |
- |
- |
|
Fair value adjustments |
10&13 |
- |
(4,153,309) |
- |
|
Listing and capital raising fees |
|
(237,436) |
(297,114) |
(855,323) |
|
Project and exploration expenditure |
|
(163,169) |
(268,347) |
(326,093) |
|
Operating Loss |
|
(564,322) |
(1,911,968) |
(5,518,089) |
|
Finance costs |
|
(60,765) |
(69,396) |
(205,646) |
|
Investment and other income |
|
7,852 |
145,552 |
105,734 |
|
Share of gain / (loss) from associate |
|
(18,993) |
7,164 |
(97,340) |
|
Loss before Tax |
|
(636,228) |
(1,828,648) |
(5,715,341) |
|
Tax |
|
- |
- |
|
|
Loss for the period |
|
(636,228) |
(1,828,648) |
(5,715,341) |
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
Exchange differences on translating of foreign operations, net of taxes |
|
259,036 |
148,114 |
582,508 |
|
Total Comprehensive Loss for the Period |
|
(377,192) |
(1,680,534) |
(5,132,833) |
|
|
|
|
|
|
|
Loss for the period attributable to |
|
(636,228) |
(1,828,648) |
(5,715,341) |
|
Owners of the parent |
|
(381,799) |
(1,487,876) |
(3,854,280) |
|
Non-controlling interest |
|
(254,429) |
(340,772) |
(1,861,061) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to |
|
(377,192) |
(1,680,534) |
(5,132,833) |
|
Owners of the parent |
|
(122,020) |
(1,339,762) |
(3,277,967) |
|
Non-controlling interest |
|
(255,172)) |
(340,772) |
(1,854,866) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
4 |
(0.0001) |
(0.0004) |
(0.001) |
|
Dilutive loss per share |
4 |
(0.0001) |
(0.0004) |
(0.001) |
|
|
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of Financial Position
As at 30 June 2024
|
|
Note |
30 June |
30 June |
31 December |
|
|
|
2024 |
2023 |
2023 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
£ |
£ |
£ |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
7 |
940,550 |
3,395,543 |
3,021,547 |
|
Intangible assets |
8 |
- |
2,652,533 |
397,779 |
|
Investment in associates |
9 |
116,946 |
- |
124,982 |
|
Other financial assets |
10 |
414,868 |
86,524 |
307,725 |
|
Total non-current assets |
|
1,471,914 |
6,134,600 |
3,852,033 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
|
262,709 |
150,199 |
242,272 |
|
Cash and cash equivalents |
|
9,671 |
21,961 |
64,057 |
|
Total current assets |
|
272,380 |
172,160 |
306,329 |
|
|
|
|
|
|
|
Total assets |
|
1,744,294 |
6,306,760 |
4,158,362 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Called up share capital |
5 |
21,990,997 |
21,790,989 |
21,790,988 |
|
Share premium |
5 |
45,956,993 |
45,816,001 |
45,816,001 |
|
Translation reserve |
|
742,099 |
54,121 |
482,320 |
|
Share capital reserve |
|
68,250 |
68,250 |
68,250 |
|
Share based payment reserve |
|
93,848 |
78,049 |
- |
|
Retained deficit |
|
(70,926,740) |
(67,807,018) |
(70,557,426) |
|
Attributable to equity holders of the parent |
|
(2,074,553) |
392 |
(2,399,867) |
|
Non-controlling interest |
|
(12,449) |
823,446 |
255,208 |
|
Total Equity |
|
(2,087,002) |
823,838 |
(2,144,659) |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
12 |
- |
292,826 |
405,390 |
|
Borrowings |
11 |
- |
1,808,607 |
- |
|
Other financial liabilities |
|
- |
- |
444,365 |
|
Total non-current liabilities |
|
- |
2,101,433 |
849,755 |
|
Current liabilities |
|
|
|
|
|
Borrowings |
11 |
618,658 |
307,559 |
1,217,913 |
|
Lease liability |
12 |
- |
8,485 |
4,205 |
|
Other financial liabilities |
11 |
- |
- |
318,925 |
|
Trade and other payables |
|
3,212,638 |
3,065,445 |
3,912,223 |
|
Total current liabilities |
|
3,831,296 |
3,381,489 |
5,453,266 |
|
Total liabilities |
|
3,831,296 |
5,482,922 |
6,303,021 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
1,744,294 |
6,306,760 |
4,158,362 |
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
|
|
Share Capital |
Share Premium |
Share based payment reserve |
Share capital reserve |
Translation reserve |
Retained deficit |
Non-controlling interest |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
Balance at 1 January 2024 (unaudited) |
21,790,988 |
45,816,001 |
- |
68,250 |
482,320 |
(70,557,426) |
255,208 |
(2,144,659) |
|
Loss for the period |
- |
- |
- |
- |
|
(381,799) |
(254,429) |
(636,228) |
|
Other comprehensive income - exchange differences |
- |
- |
- |
- |
259,779 |
- |
(743) |
259,036 |
|
Change in ownership - Mast Energy Developments |
- |
- |
- |
- |
- |
(704,548) |
704,548 |
- |
|
Loss of control of subsidiaries |
- |
- |
- |
- |
- |
717,033 |
(717,033) |
- |
|
Warrants issued |
- |
- |
93,848 |
- |
- |
- |
- |
93,848 |
|
Shares issued in partial settlement of convertible loan notes |
43,073 |
117,928 |
- |
- |
- |
- |
- |
161,001 |
|
Shares issued to settle amounts payable |
6,936 |
23,064 |
- |
- |
- |
- |
- |
30,000 |
|
Shares issued |
150,000 |
- |
- |
- |
- |
- |
- |
150,000 |
|
Balance as at 30 June 2024 (unaudited) |
21,990,997 |
45,956,993 |
93,848 |
68,250 |
748,294 |
(70,926,740) |
(12,449) |
(2,087,002) |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023 (unaudited) |
21,140,481 |
45,516,081 |
73,469 |
- |
(93,993) |
(66,319,142) |
1,164,218 |
1,481,114 |
|
Loss for the period |
- |
- |
- |
- |
- |
(1,487,876) |
(340,772) |
(1,828,648) |
|
Other comprehensive income - exchange differences |
- |
- |
- |
- |
148,114 |
- |
- |
148,114 |
|
Warrants irrevocably exercised and unpaid |
- |
- |
- |
68,250 |
- |
- |
- |
68,250 |
|
Warrants exercised |
- |
- |
(7,995) |
- |
- |
- |
- |
(7,995) |
|
Warrants repriced |
- |
- |
(45,850) |
- |
- |
- |
- |
(45,850) |
|
Issue of share warrants |
- |
- |
58,425 |
- |
- |
- |
- |
58,425 |
|
Issue of share capital |
650,508 |
299,920 |
- |
- |
- |
- |
- |
950,428 |
|
Balance as at 30 June 2023 (unaudited) |
21,790,989 |
45,816,001 |
78,049 |
- |
54,121 |
(67,807,018) |
823,446 |
823,838 |
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2023 (audited) |
21,140,481 |
45,516,081 |
73,469 |
68,250 |
(93,993) |
(66,319,142) |
1,164,218 |
1,481,114 |
|
Loss for the year |
- |
- |
- |
- |
- |
(3,854,280) |
(1,861,061) |
(5,715,341) |
|
Other comprehensive income- exchange differences |
- |
- |
- |
- |
576,313 |
- |
6,195 |
582,508 |
|
Change in shareholding without loss of control |
- |
- |
- |
- |
- |
(483,786) |
483,786 |
- |
|
Shares issued |
650,507 |
299,920 |
- |
- |
- |
- |
- |
950,427 |
|
Outstanding warrants repriced |
- |
- |
(45,850) |
- |
- |
45,850 |
- |
- |
|
Directors loan repayable in shares |
- |
- |
- |
- |
- |
- |
81,329 |
81,329 |
|
Warrants issued by Mast Energy Development PLC |
- |
- |
- |
- |
- |
- |
380,741 |
380,741 |
|
Warrants issued by Kibo Energy PLC which were exercised during the year pending settlement |
- |
- |
- |
68,250 |
- |
- |
- |
68,250 |
|
Warrants issued by Kibo Energy PLC which were exercised during the year |
- |
- |
(10,178) |
- |
- |
10,178 |
- |
- |
|
Warrants expired during the year |
- |
- |
(17,441) |
- |
- |
43,754 |
- |
26,313 |
|
Balance as at 31 December 2023 (audited) |
21,790,988 |
45,816,001 |
- |
68,250 |
482,320 |
(70,557,426) |
255,208 |
(2,144,659) |
|
Notes |
5 |
5 |
|
|
|
|
|
|
Unaudited Condensed Consolidated Interim Statement of Cash Flow
For the six months ended 30 June 2024
|
|
6 months to |
6 months to |
12 months to |
|
|
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Loss for the period before taxation |
(636,228) |
(1,828,648) |
(5,715,341) |
|
Adjusted for: |
|
|
|
|
(Reversal of) / Impairment of associates |
15,315 |
(4,052,331) |
(429,102) |
|
Amounts due settled other than in cash |
- |
628,326 |
- |
|
Costs incurred in loan reprofiling |
- |
146,609 |
195,559 |
|
Depreciation on property, plant, and equipment |
26,375 |
45,784 |
75,023 |
|
Expenses settled through share issue |
30,000 |
- |
19,635 |
|
(Losses)/Gains on revaluations of derivatives |
- |
86,557 |
86,558 |
|
Fair value adjustments - Other financial assets |
- |
4,066,752 |
- |
|
Impairment of intangible assets |
- |
- |
2,258,774 |
|
Impairment of property, plant and equipment |
- |
- |
459,700 |
|
(Gain)/Loss from equity accounted associate |
18,993 |
(7,164) |
97,340 |
|
Interest accrued |
60,765 |
69,396 |
204,128 |
|
Profit on disposal of non-current assets |
(334,351) |
- |
(6,424) |
|
Warrants and options issued |
93,848 |
58,425 |
422,100 |
|
Other non-cashflow items |
- |
83,421 |
3,698 |
|
Operating income before working capital changes |
(725,283) |
(702,873) |
(2,328,352) |
|
Decrease in trade and other receivables |
(20,437) |
77,024 |
(15,049) |
|
Increase in trade and other payables |
(699,585) |
670,355 |
1,517,133 |
|
Working capital derecognised upon loss of control |
532,953 |
- |
- |
|
Net cash outflows from operating activities |
(912,352) |
44,506 |
(826,268) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from loans and borrowings |
1,627,107 |
- |
85,800 |
|
Repayment of loans and borrowings |
(343,287) |
(100,000) |
(466,870) |
|
Proceeds from issue of share capital net of costs |
150,000 |
85,800 |
- |
|
Repayment of lease liabilities |
(16,433) |
(24,115) |
(39,292) |
|
Proceeds from director's loan |
- |
- |
81,329 |
|
Proceeds from disposal of interests in subsidiaries to non-controlling interest without loss of control |
140,863 |
|
482,966 |
|
Net cash proceeds from financing activities |
1,558,250 |
(38,315) |
143,933 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Disposal of investments |
70,000 |
- |
- |
|
Purchase of property, plant and equipment |
(777,332) |
- |
- |
|
Cash forfeited on disposal of interests in subsidiaries |
(251,988) |
|
|
|
Net cash used in investing activities |
(959,320) |
- |
482,966 |
|
|
|
|
|
|
Net movement in cash and cash equivalents |
(313,422) |
6,191 |
(682,335) |
|
Cash and cash equivalents at beginning of period |
64,057 |
163,884 |
163,884 |
|
Exchange movements |
259,036 |
(148,114) |
582,508 |
|
Cash and cash equivalents at end of period |
9,671 |
21,961 |
64,057 |
Notes to the unaudited condensed consolidated interim financial statements
For the six months ended 30 June 2024
1. General information
Kibo Energy PLC is a public company incorporated in
2. Statement of Compliance and Basis of Preparation
The unaudited condensed consolidated interim financial results are for the six months ended 30 June 2024, and have been prepared using the same accounting policies as those applied by the Group in its December 2023 consolidated annual financial statements, which are in accordance with the framework concepts and the recognition and measurement criteria of the International Financial Reporting Standards and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council issued by the International Accounting Standards Board ("IASB"), including the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, IAS 34 - Interim Financial Reporting, the Listings Requirements of the JSE Limited, the AIM rules of the London Stock Exchange and the Irish Companies Act 2014.
These condensed consolidated interim financial statements do not include all the notes presented in a complete set of consolidated annual financial statements, as only selected explanatory notes are included to explain key events and transactions that are significant to obtaining an understanding of the changes throughout the financial period, accordingly the report must be read in conjunction with the annual report for the year ended 31 December 2023.
The comparative amounts in the consolidated financial results include extracts from the consolidated annual financial statements for the period ended 31 December 2023.
These condensed consolidated interim financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business. In performing the going concern assessment, the Board considered various factors, including the availability of cash and cash equivalents; data relating to working capital requirements for the foreseeable future; cash-flows from operational commencement, available information about the future, the possible outcomes of planned events, changes in future conditions, the current global economic environment and the responses to such events and conditions that would be available to the Board. Refer to note 19 for the board's assessment in this regard.
These extracts do not constitute statutory accounts in accordance with the Irish Companies Acts 2014. All monetary information is presented in the presentation currency of the Company being Pound Sterling. The Group's principal accounting policies and assumptions have been applied consistently over the current and prior comparative financial period.
3. Use of estimates and judgements
Preparing the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2023.
4. Loss per share
Basic, dilutive and headline loss per share for the six months ended 30 June 2024 are as follows:
|
|
6 months to |
6 months to |
12 months to |
|
|
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
Loss for the year attributable to equity holders of the parent |
(381,799) |
(1,487,876) |
(3,854,280) |
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of basic and dilutive loss per share |
5,247,904,976 |
3,568,946,718 |
3,568,946,718 |
|
|
|
|
|
|
Basic loss per share |
(0.0001) |
(0.0004) |
(0.0011) |
|
Dilutive loss per share |
(0.0001) |
(0.0004) |
(0.0011) |
|
|
|
|
|
|
|
|
|
|
|
|
6 months to |
6 months to |
12 months to |
|
Reconciliation of Headline loss per share |
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Loss for the year attributable to equity holders of the parent |
(381,799) |
(1,487,876) |
(3,854,280) |
|
Adjusted for: |
|
|
|
|
Profit on sale of non-current asset |
(334,351) |
- |
(6,424) |
|
Impairment of property, plant and equipment |
- |
- |
459,700 |
|
Impairment of intangible assets |
- |
- |
2,258,774 |
|
Impairment/(Reversal of impairment) of associates |
15,315 |
(4,052,331) |
(429,102) |
|
Headline loss per share |
(700,835) |
(5,540,207) |
(1,571,332) |
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of headline loss per share |
5,247,904,976 |
3,568,946,718 |
3,568,946,718 |
|
|
|
|
|
|
Headline loss per share |
(0.0001) |
(0.0016) |
(0.0004) |
Headline earnings per share (HEPS) is calculated using the weighted average number of ordinary shares in issue during the period and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 1/2022 issued by the South African Institute of Chartered Accountants (SAICA).
5. Called up share capital and share premium
Authorised ordinary share capital of the company is 10,000,000,000 ordinary shares of €0.0001 each.
Authorised deferred shares of the company are 1,000,000,000 of €0.014, 3,000,000,000 of €0.009 and 5,000,000,000 of €0.0009 respectively.
The authorised share capital, reduction in nominal value of the ordinary shares and authorised deferred shares noted above were approved by shareholders at an EGM of the Company held on 2 June 2023.
Detail of issued capital is as follows:
|
|
|
|
|
|
|
|
|
Number of Ordinary |
Share Capital |
Deferred Share |
Called Up Share |
Share Premium |
|
|
Shares |
|
Capital |
Capital |
|
|
|
|
£ |
£ |
£ |
£ |
|
Balance at 1 January 2023 |
3,039,197,458 |
1,934,598 |
19,205,882 |
21,140,481 |
45,516,081 |
|
|
|
|
|
|
|
|
Shares issued in period |
740,669,225 |
650,508 |
- |
650,508 |
299,920 |
|
Capital reorganisation |
- |
(2,326,595) |
2,326,595 |
- |
- |
|
|
|
|
|
|
|
|
Balance at 30 June 2023 |
3,779,866,683 |
258,511 |
21,534,477 |
21,790,989 |
45,816,001 |
|
|
|
|
|
|
|
|
Shares issued in period |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Balance at 31 December 2023 |
3,779,866,683 |
258,511 |
21,534,477 |
21,792,988 |
45,816,001 |
|
|
|
|
|
|
|
|
Shares issued in period |
2,366,795,367 |
200,009 |
- |
200,009 |
140,992 |
|
|
|
|
|
|
|
|
Balance at 30 June 2024 |
6,146,662,050 |
458,520 |
21,534,477 |
21,990,997 |
45,956,993 |
|
|
|
|
|
|
|
The company issued the following ordinary shares during the period, with regard to key transactions:
- 500,000,000 new Kibo Shares were issued on 11 January 2024 of €0.0001 each at a deemed issue price of
- 81,081,081 new Kibo Shares were issued on 5 March 2024 of €0.0001 each at a deemed issue price of
- 1,785,714,286 new Kibo Shares were issued on 27 June 2024 of €0.0001 each at a deemed issue price of
-
The company issued the following warrants during the period, with regard to key transactions:
- 1,262,300,283 new Kibo warrants were issued on 9 February 2024 at an exercise price of
- 404,825,496 new Kibo warrants were issued on 9 February 2024 at an exercise price of
- 357,274,625 new Kibo warrants were issued on 9 February 2024 at an exercise price of
6. Segment analysis
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision-maker.
The Chief Executive Officer is the chief operating decision maker of the Group.
Management currently identifies individual projects as operating segments. These operating segments are monitored, and strategic decisions are made based upon their individual nature, together with other non-financial data collated from project and exploration activities. Principal activities for these operating segments are as follows:
|
30 June 2024 |
|
|
|
|
|
|
|
|
|
|
ADV001 Hindlip Lane |
ARL018 Stather Road |
Bordersley Power |
Pyebridge Power |
Rochdale Power |
Sustinery Energy |
Corporate Group |
30 June 2023 |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
Revenue |
- |
- |
- |
176,697 |
- |
- |
- |
176,697 |
|
Cost of sales |
- |
- |
- |
(74,782) |
- |
- |
- |
(74,782) |
|
Administrative and other costs |
(2,365) |
(1,070) |
(1,596) |
(34,301) |
(1,656) |
(160) |
(517,145) |
(558,293) |
|
Depreciation |
- |
- |
- |
(25,556) |
- |
- |
(819) |
(26,375) |
|
Impairment and fair value adjustments |
|
|
|
|
|
|
(15,315) |
(15,315) |
|
Gain on disposal of non-current assets |
|
|
|
|
|
|
334,351 |
334,351 |
|
Loss from equity accounted investment |
|
|
|
|
|
|
(18,993) |
(18,993) |
|
Investment and other income |
|
|
|
|
|
|
7,852 |
7,852 |
|
Listing and capital raising fees |
|
|
|
|
|
|
(237,436) |
(237,436) |
|
Project expenditure |
(12,107) |
(1,686) |
(2,505) |
(115,945) |
(3,556) |
- |
(27,370) |
(163,169) |
|
Reversal of impairment / (impairments) of non-current assets |
|
|
|
|
|
|
|
|
|
Finance costs |
(2,764) |
- |
(13,956) |
(4) |
- |
(5) |
(44,036) |
(60,765) |
|
(Loss) / profit after tax |
(17,236) |
(2,756) |
(18,057) |
(73,891) |
(5,212) |
(165) |
(518,911) |
(636,228) |
|
|
|
|
|
|
|
|
|
|
|
30 June 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Bordersley Power |
Pyebridge Power |
Rochdale Power |
Sustinery Energy |
Corporate Group |
30 June 2023 |
|
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
Revenue |
|
|
- |
198,438 |
- |
- |
- |
198,438 |
|
Cost of sales |
|
|
- |
(125,008) |
- |
- |
- |
(125,008) |
|
Administrative and other costs |
|
|
(4,828) |
(20,280) |
(4,968) |
(12,795) |
(1,276,088) |
(1,318,959) |
|
Fair value adjustments |
|
|
- |
- |
- |
- |
(4,153,309) |
(4,153,309) |
|
Finance cost |
|
|
(24,231) |
- |
- |
- |
(45,165) |
(69,396) |
|
Gain from equity accounted investment |
|
|
- |
- |
- |
- |
7,164 |
7,164 |
|
Investment and other income |
|
|
1,117 |
126,933 |
- |
3 |
17,499 |
145,552 |
|
Listing and capital raising fees |
|
|
- |
- |
- |
- |
(297,114) |
(297,114) |
|
Project expenditure |
|
|
(18,257) |
(161,752) |
(14,926) |
- |
(73,412) |
(268,347) |
|
Reversal of impairment / (impairments) of non-current assets |
|
|
- |
- |
- |
- |
4,052,331 |
4,052,331 |
|
|
|
|
|
|
|
|
|
|
|
Loss after tax |
|
|
(46,199) |
18,331 |
(19,894) |
(12,792) |
(1,768,094) |
(1,828,648) |
|
|
|
|
|
|
|
|
|
|
|
30 June 2024 |
ADV001 Hindlip Lane |
ARL018 Stather Road |
Bordersley Power |
Pyebridge Power |
Rochdale Power |
Sustinery Energy |
Corporate Group |
30 June 2023 (£) Group |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
Segment assets |
- |
- |
- |
- |
- |
260,484 |
1,483,810 |
1,744,294 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
- |
- |
- |
- |
- |
(260,484) |
(3,570,812) |
(3,831,296) |
|
|
|
|
|
|
|
|
|
|
|
30 June 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
- |
- |
286,958 |
2,050,929 |
92,808 |
253,821 |
3,622,244 |
6,306,760 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
- |
- |
(258,806) |
(145,668) |
(25,731) |
(46,615) |
(5,006,102) |
(5,482,922) |
7. Property, plant and equipment
|
|
Land |
Right of Use Asset |
Motor Vehicles |
Office Equipment |
Computer Equipment |
Plant & Machinery |
Assets under construction |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
Opening balance of Cost at 1 January 2024 |
602,500 |
418,157 |
- |
- |
7,527 |
1,545,370 |
1,066,464 |
3,640,018 |
|
|
- |
- |
- |
- |
- |
777,332 |
- |
777,332 |
|
Derecognition |
(602,500) |
(418,157) |
|
|
(6,262) |
(2,322,702) |
(126,800) |
(3,476,421) |
|
Closing balance of Cost at 30 June 2024 |
- |
- |
- |
- |
1,265 |
- |
939,664 |
940,929 |
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January 2024 |
- |
(418,157) |
- |
- |
(4,087) |
(117,877) |
(78,350) |
(618,471) |
|
Depreciation |
- |
- |
- |
- |
(126) |
(26,249) |
- |
(26,375) |
|
Derecognition |
- |
418,157 |
- |
- |
3,834 |
144,126 |
78,350 |
644,467 |
|
Closing balance of Accumulated Depreciation at 30 June 2024 |
- |
- |
- |
- |
(379) |
- |
- |
(379) |
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 30 June 2024 |
- |
- |
- |
- |
886 |
- |
939,664 |
940,550 |
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Cost at 1 January 2023 |
602,500 |
355,883 |
16,323 |
1,559 |
8,228 |
2,610,849 |
- |
3,595,342 |
|
Modification to lease |
- |
(52,664) |
- |
- |
- |
- |
- |
(52,664) |
|
Forex movement |
- |
- |
1,121 |
1,193 |
(3,462) |
(5,756) |
- |
(6,904) |
|
Closing balance of Cost at 30 June 2023 |
602,500 |
303,219 |
17,444 |
2,752 |
4,766 |
2,605,093 |
- |
3,535,774 |
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January 2023 |
- |
(22,358) |
(16,323) |
(1,024) |
(2,266) |
(59,373) |
- |
(101,344) |
|
Depreciation |
- |
(5,173) |
- |
- |
(794) |
(39,817) |
- |
(45,784) |
|
Forex movement |
- |
- |
(1,121) |
(238) |
1,515 |
6,741 |
- |
6,897 |
|
Closing balance of Accumulated Depreciation at 30 June 2023 |
- |
(27,531) |
(17,444) |
(1,262) |
(1,545) |
(92,449) |
- |
(140,231) |
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 30 June 2023 |
602,500 |
275,688 |
- |
1,490 |
3,221 |
2,512,644 |
- |
3,395,543 |
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Cost at 1 January 2023 |
602,500 |
355,883 |
16,323 |
1,559 |
8,228 |
2,610,849 |
- |
3,595,342 |
|
Disposals |
- |
|
(14,747) |
(1,559) |
- |
- |
- |
(16,306) |
|
Change in lease |
- |
62,274 |
- |
- |
- |
- |
- |
62,274 |
|
Transfer between classes |
- |
- |
- |
- |
- |
(1,066,464) |
1,066,464 |
- |
|
Forex movement |
- |
- |
(1,576) |
- |
(701) |
985 |
- |
(1,292) |
|
Closing balance of Cost at 31 December 2023 |
602,500 |
418,157 |
- |
- |
7,527 |
1,545,370 |
1,066,464 |
3,640,018 |
|
|
|
|
|
|
|
|
|
|
|
Opening balance of Accumulated Depreciation at 1 January 2023 |
- |
(22,358) |
(16,323) |
(1,024) |
(2,266) |
(59,373) |
- |
(101,344) |
|
Disposals |
- |
- |
14,747 |
1,559 |
- |
- |
- |
16,306 |
|
Depreciation |
- |
(14,449) |
|
(228) |
(1,842) |
(58,504) |
- |
(75,023) |
|
Forex movement |
- |
- |
1,576 |
(307) |
21 |
- |
- |
1,290 |
|
Impairment |
- |
(381,350) |
- |
- |
- |
- |
(78,350) |
(459,700) |
|
Closing balance of Accumulated Depreciation at 31 December 2023 |
- |
(418,157) |
- |
- |
(4,087) |
(117,877) |
(78,350) |
(618,471) |
|
|
|
|
|
|
|
|
|
|
|
Carrying value at 31 December 2023 |
602,500 |
- |
- |
- |
3,440 |
1,427,493 |
988,114 |
3,021,547 |
8. Intangible assets
|
|
|
|
|
|
Composition of Intangible assets |
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
Carrying value at 1 January |
397,779 |
2,691,893 |
2,691,893 |
|
Foreign currency gain |
- |
(39,360) |
(35,340) |
|
Impairments |
- |
- |
(2,258,774) |
|
Disposal |
(397,779) |
|
|
|
Carrying value |
- |
2,652,533 |
397,779 |
|
|
|
|
|
|
Carrying value of intangible asset |
|
|
|
|
ADV001 Hindlip Lane |
- |
247,506 |
247,506 |
|
ARL018 Stather Road |
- |
91,482 |
- |
|
Bordesley Power |
- |
1,306,422 |
- |
|
Rochdale Power |
- |
150,273 |
150,273 |
|
Shankley Biogas |
- |
603,050 |
- |
|
Sustineri Energy |
- |
253,800 |
- |
|
|
- |
2,652,533 |
397,779 |
|
|
|
|
|
Intangible assets are not amortised, due to the indefinite useful life, which is attached to the underlying prospecting rights, until such time that active mining operations commence, which will result in the intangible asset being amortised over the useful life of the relevant mining licences.
Intangible assets with an indefinite useful life are assessed for impairment on an annual basis, against the prospective fair value of the intangible asset. The valuation of intangible assets with an indefinite useful life is reassessed on an annual basis through valuation techniques applicable to the nature of the intangible assets.
During the period all intangibles assets except Shankley Biogas was disposed of.
9. Investment in associates
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
Investments in associates: |
|
|
|
|
Katoro Gold plc |
- |
|
|
|
Mast Energy Developments plc |
116,496 |
|
|
|
|
116,496 |
|
|
|
|
|
|
|
|
Opening balance |
124,982 |
100,945 |
100,945 |
|
Recognition of investment in associate |
128,978 |
- |
- |
|
Additions to investment |
17,843 |
- |
- |
|
Reversal of impairment / (impairment) of Katoro Gold |
(15,315) |
4,052,331 |
121,377 |
|
Derecognition of investment in associate |
(120,999) |
(4,153,276) |
- |
|
Share of loss for the period |
(18,993) |
- |
(97,340) |
|
Foreign exchange loss |
|
- |
- |
|
|
116,496 |
- |
124,982 |
During the period Katoro Gold plc (Katoro) issued shares that diluted Kibo's shareholding to below the threshold of an associate and the associate was derecognised and a financial asset at fair value through profit and loss recognised (refer to note 10). MED was recognised as an associate from 6 June 2024 upon loss of control following shares disposals by Kibo and the disposal of the payable on demand loan with MED to an institutional investor.
10. Other financial assets
|
|
Group (£) |
Group (£) |
Group (£) |
|
|
30 June 2024 |
30 June 2023 |
31 December 2023 |
|
|
|
|
|
|
Other financial assets comprise of: |
|
|
|
|
Shumba Energy Limited |
293,869 |
- |
307,725 |
|
Katoro Gold Plc |
120,999 |
- |
- |
|
|
414,868 |
- |
307,725 |
|
|
|
|
|
|
Impairment allowance for other financial assets receivable |
|
|
|
|
Shumba Energy Limited |
- |
- |
- |
|
|
|
|
|
|
|
|
Group |
Group |
|
Reconciliation of movement in other financial assets |
|
Katoro Gold plc |
Shumba Energy Limited |
|
|
|
|
£ |
|
|
|
|
|
|
Carrying value as at 31 December 2023 |
|
- |
307,725 |
|
Foreign currency movement |
|
- |
(13,856) |
|
Additions |
|
120,999 |
|
|
Revaluations |
|
|
(307,725) |
|
Carrying value as at 30 June 2024 |
|
120,999 |
293,869 |
|
|
|
|
|
|
Fair value hierarchy measurement |
|
Level 1 |
Level 1 |
The investments in other financial assets relate to investments in listed entities which do not meet the requirements of recognition criteria for subsidiaries, associates or joint arrangements and are held at fair value through profit or loss.
11. Borrowings and other financial liabilities
|
|
30 June 2024 |
30 June 2023 |
31 December 2023 |
|
|
£ |
£ |
£ |
|
Amounts due within one year |
|
|
|
|
Borrowings |
618,658 |
307,559 |
1,217,913 |
|
Other financial liabilities - Convertible loan notes |
|
|
318,925 |
|
|
|
|
|
|
Amounts due between one year and five years |
|
|
|
|
Borrowings |
- |
1,808,607 |
- |
|
Other financial liabilities - Convertible loan notes |
|
- |
444,365 |
|
|
618,658 |
2,116,166 |
1,981,203 |
|
|
|
|
|
|
Borrowings and other financial liabilities consist of: |
|
|
|
|
Opening balance: |
1,981,203 |
- |
2,451,085 |
|
Proceeds from convertible loans in MED |
- |
- |
171,931 |
|
Repayment of borrowings through disposal of Non-Current Assets |
(294,941) |
- |
(466,870) |
|
Repayment of borrowings |
(347,578) |
- |
- |
|
Derecognised through disposal of subsidiary |
(763,290) |
- |
- |
|
Interest charged |
43,291 |
|
204,128 |
|
Costs incurred on borrowings |
|
|
195,559 |
|
Settled through the issue of shares |
|
|
(574,630) |
|
Sanderson Capital |
|
625,750 |
- |
|
Institutional investor |
|
1,490,416 |
- |
|
|
618,685 |
2,116,166 |
1,981,203 |
|
|
|
|
|
The borrowings relate to the following loan facilities:
Institutional Investor
The Institutional Investor borrowing is a bridge loan facility agreement for up to
Sanderson Capital Partners Limited
Short term loans relate to the unsecured interest free loan facility from Sanderson Capital in the amount of
These loans were reprofiled during the period.
12. Right of use asset and Lease liability
The Group has two lease contracts for land which it shall utilise to construct gas-fuelled power generation plants. The land is located at Bordesley, Liverpool Street, Birmingham and Stather Road Flixborough.
The lease of the land at Bordesley has a lease term of 20 years, with an option to extend for 10 years which the Group has opted to include due to the highly likely nature of extension as at the time of the original assessment.
The lease of the land at Stather Road has a lease term of 25 years where the Group plans to construct a 2.4MW gas-fuelled power generation plant.
The Group's obligations under its leases are secured by the lessor's title to the leased assets. The Group's incremental borrowing rate ranges between 8.44% and 10.38%. Refer to note 7 for the right of use asset.
|
Lease liability |
30 June |
30 June |
31 December 2023 |
|
|
£ |
£ |
£ |
|
Carrying amounts of lease liabilities: |
|
|
|
|
Opening balance |
409,595 |
350,654 |
350,654 |
|
Additions |
- |
- |
- |
|
Derecognition |
(409,595) |
|
|
|
Interest |
|
27,436 |
35,959 |
|
Modifications |
|
(52,664) |
62,274 |
|
Payments |
|
(24,115) |
(39,292) |
|
Closing balance |
- |
301,311 |
409,595 |
|
|
|
|
|
|
|
|
|
|
|
Split of lease liability between current and non-current portions: |
|
|
|
|
Current |
- |
8,485 |
4,205 |
|
Non-current |
- |
292,826 |
405,390 |
|
Total |
- |
301,311 |
409,595 |
13. Financial instruments
|
|
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
Financial assets - carrying amount |
|
|
|
|
Financial assets held at amortised cost |
|
|
|
|
Trade and other receivables |
258,892 |
150,199 |
242,272 |
|
Cash and cash equivalents |
9,671 |
21,961 |
64,057 |
|
|
268,563 |
172,160 |
306,329 |
|
|
|
|
|
|
Financial assets held at fair value through profit or loss |
|
|
|
|
Other financial assets |
- |
86,524 |
- |
|
|
|
|
|
|
Financial assets |
268,563 |
258,684 |
306,329 |
|
|
|
|
|
|
Financial liabilities - carrying amount |
|
|
|
|
Financial liabilities held at amortised cost |
|
|
|
|
Trade and other payables |
3,212,638 |
2,997,170 |
3,912,223 |
|
Other financial liabilities |
- |
- |
763,290 |
|
Borrowings |
618,658 |
2,184,441 |
1,217,913 |
|
|
3,831,296 |
5,181,611 |
5,893,426 |
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities held at fair value through profit or loss |
|
|
|
|
Trade and other payables - derivative liabilities |
- |
- |
22,232 |
|
|
|
|
|
|
Financial liabilities |
3,831,296 |
5,181,611 |
5,915,658 |
|
|
|
|
|
The Board of Directors considers that the fair values of financial assets and liabilities approximate their carrying values at each reporting date due to the short-term nature thereof, and market related interest rate applied.
14. Revenue
|
|
30 June |
30 June |
31 December |
|
|
2024 |
2023 |
2023 |
|
|
£ |
£ |
£ |
|
Electricity sales |
176,697 |
198,438 |
341,207 |
|
|
176,697 |
198,438 |
341,207 |
Revenue is comprised of electricity sales from renewable energy operations of MAST Energy Developments plc in the United Kingdom.
15. Unaudited results
These condensed consolidated interim financial results have not been audited or reviewed by the Group's auditors.
16. Dividends
No dividends were declared during the interim period.
17. Board of Directors
The following changes were made to the board of directors during the interim period and up until reporting date:
Ajay Saldanha - retired on 11 January 2024
Cobus van der Merwe - appointed 5 July 2024
Louis Coetzee - resigned on 5 July 2024.
There were no other changes to the board of directors during the interim period, or any other committee's composition.
18. Post reporting period events
On the 5 July 2024, the Company announced the stepping down of Louis Coetzee as CEO of the Company and the appointment of Cobus van der Merwe as the Interim CEO of the Company.
On 18 July 2024 the Company announced the appointment of Clive Roberts as non-executive chairman of the Company.
On 25 July 2024 the Company held an extraordinary general meeting where it obtained shareholder approval to increase its ordinary authorised share capital to 30 billion shares of
On 5 August 2024, the Company announced the completion of the creditor conversions (credit restructuring) first announced on 7 June 2024) following shareholder approval for an increase in its authorised capital at its EGM on 25 July 2024 which was required to create sufficient authorised share headroom for the creditor conversion to be implemented.
On 16 September 2024, the Company announced that it had signed a binding term sheet (the "Term Sheet") with Swiss company, ESTI AG to acquire a diverse portfolio of renewable energy projects across Europe and Africa spanning wind and solar generation, agri-photovoltaics and technology development by way of a proposed reverse takeover transaction. Under the Term Sheet Aria Capital Management Limited ("Aria), a global asset management company were to be appointed as the arrange to the reverse takeover transaction.
On the 19 September 2024, the Company announced that it had signed a sale agreement with Aria Capital Management Limited for the purchase by Aria of Kibo's its wholly owned subsidiary Kibo Mining (Cyprus) limited subject to shareholder approval as required under AIM Rules. Shareholder approval was subsequently obtained at a Kibo EGM on 11 October 2024 from which date the Company was considered an AIM Rule 15 cash shell. As a cash shell, it was noted that the Company had six months from 11 October 2024 to undertake a Reverse Takeover or otherwise will be suspended, after which it will have a further six months to complete a Reverse Takeover or otherwise be cancelled from trading on AIM.
On the 30th of September the Group disposed of its retained investment in associate of Mast Energy Developments plc for an amount of
On 11 October 2024 the Company held an extraordinary general meeting where it obtained shareholder approval for the sale of its wholly owned subsidiary, Kibo Mining (Cyprus) Limited to Aria Capital Management Limited.
On 3 December 2024, the Company announced that it had terminated the Term Sheet by mutual consent with ESTGI AG and secured a loan facility for up to
The Aria Facility is to provide the Company with working capital for the next four months (to 31 March 2025) until it is able to identify and complete a Revised Transaction.
The Company also announced that it had also signed a Deed of Amendment to the terms of its outstanding loan facility with River Global Opportunities PCC limited (the "RiverFort Loan"). The terms of the RiverFort Loan required RiverFort's consent for the Company to enter into another loan facility with another institution.
Disposal of investment in Kibo Mining (Cyprus) Limited
The Group disposed of its interest in Kibo Mining (Cyprus) Limited (KMCL) and its subsidiaries on 16 September 2024 for £Nil; the disposal did not include MED which contributed
19. Going concern
In performing the going concern assessment, the Board considered various factors, including the availability of cash and cash equivalents; data relating to working capital requirements for the foreseeable future; cash-flows from operational commencement, available information about the future, the possible outcomes of planned events, changes in future conditions, the current global economic situation due to the ongoing Ukraine and Israel and Gaza conflicts, and the responses to such events and conditions that would be available to the Board.
The Board has, inter alia, considered the following specific factors in determining whether the Group is a going concern:
· The Group generated revenue of
· Whether the Group has available cash resources, or equivalent short term funding opportunities in the foreseeable future, to deploy in developing and growing existing operations or invest in new opportunities; and
· Investment and associated funding opportunities available to the company after disposal of its Cyprus subsidiary, Kibo Mining (Cyprus) Limited effective on 11 October as disclosed in note 26 (the "KMCL Disposal"), following which the Company became an AIM Rule 15 cash shell. Given the Company's limited available cash resources post the KMCL Disposal and considering the Company's status as a cash shell, the Board is considering various investment opportunities to acquire a portfolio of assets as part of a Reverse Takeover transaction ("RTO") as envisaged under the AIM Rules which will coincide with a substantial fundraise to provide the Company with sufficient working capital to meet its overhead and project development commitments post RTO.
Furthermore, the group has incurred losses in the current financial period and previous periods. These losses coupled with the net current liability position the Group finds itself in as at June 2024, indicate that a material uncertainty exists which may cast significant doubt on the Group's ability to continue as a going concern.
This is largely attributable to the short-term liquidity position the Group finds itself in as a result of the significant capital required to develop projects that exceeds cash contributed to the group by the capital contributors.
The Directors have evaluated the Groups liquidity requirements to confirm whether the Group has adequate cash resources to continue as a going concern for the foreseeable future, taking into account the net current liability position, and consequently prepared a cash flow forecast covering a period of 12 months from the date of these interim financial statements, concluding that the Group would be able to continue its operations as a going concern.
In response to the net current liability position, to address future cash flow requirements, detailed liquidity improvement initiatives have been identified and are being pursued, with their implementation regularly monitored in order to ensure the Group is able to alleviate the liquidity constraints in the foreseeable future. Therefore, the ability of the Group to continue as a going concern is dependent on the successful implementation or conclusion of the below noted matters in order to address the liquidity risk the Group faces on an ongoing basis:
· Successful conclusion of funding initiatives of the Group in order to keep the Company in good standing until the successful completion of a reverse takeover transaction as the Company pursues its objective to acquire a new portfolio of assets; and
· Successful completion of a reverse takeover transaction as required under AIM Rule 15 given that the Company became a cash shell on 11 October 2024 with the disposal of its subsidiary, Kibo Mining (Cyprus) Limited.
Further to the above, on 3 December 2024 the Company announced that it had secured a loan facility for up to
· Assist the Company in the timely sourcing and procurement of an appropriate project portfolio as part a reverse takeover transaction;
· Assist the Company to raise appropriate funding to the Company in good standing until completion of a reverse takeover transaction to enable the Company to continue as a going concern for the foreseeable future; and
· Aria will not recall or demand cash repayment of the Aria Facility provided to the Company, except insofar as the funds of the Company permit repayment and that such repayment will not adversely affect the ability of the Company to carry on its business operations as a going concern.
In addition to the Aria Facility, should the completion of a Reverse Takeover run into the second half of 2025, the Company will also be reliant, as noted above, on additional funds being raised either from Aria or, if not, third parties which could include equity placings as the Company has relied upon in the past.
As the Board is confident it would be able to successfully implement the above matters, the interim financial statements have accordingly been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business.
20. Commitments and contingencies
Other than the borrowings and other financial liabilities disclosed above, there are no other material commitments, contingent assets or contingent liabilities as at 30 June 2024 nor any of the comparative periods.
21. Seasonality of operations
The company's operations are not considered to be seasonal or cyclical. These interim results were therefore not impacted by seasonality or cyclicality.
23 December 2024
**ENDS**
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
For further information please visit www.kibo.energy or contact:
|
Cobus van der Merwe |
Kibo Energy PLC |
Chief Executive Officer |
|
|
James Biddle Roland Cornish |
+44 207 628 3396 |
Beaumont Cornish Limited |
Nominated Adviser
|
|
Claire Noyce |
+44 (0) 20 3764 2341 |
Hybridan LLP |
Joint Broker |
|
James Sheehan |
+44 20 7048 9400 |
Global Investment Strategy UK Limited |
Joint Broker |
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Johannesburg
24 December 2024
Corporate and Designated Adviser River Group
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